Amur Minerals Corporation – Proposed sale of the Kun-Manie project for US$105 million

Love Minerals Society (“Amur” or the “Company”), the Far East-focused nickel-copper sulphide resource exploration and development company Russiaannounces that it, together with its wholly-owned subsidiary Irosta Trading Limited (“Irosta”), has entered into a stock purchase agreement for the sale of 100% of its interest in Irosta’s wholly-owned subsidiary, AO Kun-Manie (“AO KM” or “Kun-Manie” ).

For a full consideration of $105 million, Stanmix Holding Limited (the “Buyer” or “Stanmix”) will purchase AO KM and will benefit from all amounts owed by AO KM to Amur under the intra-group loans (the “Transaction”). AO KM is an exploration and mining company that holds the detailed exploration and mining production mineral license for the Kun-Manie nickel-copper sulphide project located in the Amur Oblast of the Russian Federation.

Strong points

The total consideration for the transaction is $105 million to be completed in a series of instalments. The consideration for the transaction is payable in US dollars.

The sale price represents premiums of 220% compared to the market capitalization of the Company. May 5, 2022 (£26.2 million) and 330% to Kun-Manie’s current book value of $24.4 million like a June 30, 2021 in Amur’s interim financial statements. The closing price of the stock on May 5, 2022 been 1.91 pence per share.

A Fair Market Value (‘FMV’) of AO KM has been derived by Medea Natural Resources (‘MNR’) with a range of $106 million for $131 million based on an assessment of international transactions for nickel equivalent projects of similar size. Given the current volatile market conditions and the fact that the project is located in Russiathe trade falls at the lower limit of the independently derived FMV.

In addition to the approval of the Transaction by the shareholders at a General Meeting scheduled for May 25, 2022the completion of the Transaction requires the approval of a newly created body Russian Federation government commission by ordinance 81 of the March 1, 2022 (which specifically addresses the change of control of assets held by the West) and the consent of the Federal Antimonopoly Service of Russia.

The Company and its financial auditor (“BDO”) now consider the Kun-Manie project as an asset held for sale from an accounting perspective until a change of control is achieved.

Robin YoungCEO of Amur, said, “I am delighted to announce the proposed sale of Kun-Manie to Stanmix Holding Limited for full consideration of $105 millionrepresenting a cash consideration of $75 million over four years and another $30 million over 10 years from 2027. The total consideration represents a 220% premium to the market capitalization of the Company over May 5, 2022 and a 330% premium to Kun-Manie’s book value. Additionally, Amur recently spoke with independent advisors regarding Kun-Manie’s valuation, which indicates that $105 million is a fair and reasonable price for the project. “Stanmix Holding Limited is a company controlled by Vladislav Sviblov, a Russian entrepreneur and shareholder of several mining and industrial assets, including Highland Gold, one of the largest gold mining companies in Russia. He has also completed a number of major Russian mining M&A transactions and Stmnix Holding Limited is therefore well positioned to pursue the development of Kun-Manie. “The Board and I recommend that shareholders vote in favor of the sale at the General Meeting to be held on May 25, 2022as the total consideration represents a significant premium to shareholders over the current market capitalization of the Company.

Furthermore, in order to move Kun-Manie into a development and production phase, significant additional investments are required, including significant expenditures for infrastructure and access roads, and there can be no assurance that Amur will be able to find and execute financing agreements to meet this required expenditure given the current market volatility. This also complicated the execution of this transaction. “After the sale, the company will continue to be listed on AIM as a Rule 15 cash shell, providing the board with the opportunity to identify future acquisition opportunities, in jurisdictions favorable to mining, which have the potential to create value. In addition, the Board of Directors anticipates that portions of the deferred consideration will be paid to shareholders as a dividend.

On Stanmix Holding Limited

Stanmix Holding Limited is a Cyprus limited company controlled by Vladislav Sviblov. Mr. Sviblov is a Russian entrepreneur and shareholder in some major mining and industrial assets, including Upland Gold Miningone of the largest gold mines in Russia which Mr. Sviblov acquired in 2020. Mr. Sviblov previously completed two other major M&A transactions, namely the acquisition of Trans-Siberian Gold in Kamchatika, and the assets of the Zoloto Kamchatki group. In April 2022, Upland Gold Mining entered into a definitive agreement to acquire the Russian assets of the New York Stock Exchange-listed company Kinross Gold Corporation.

Contact:

Robin Young

Tel: +44 (0) 7981 126 818

Web: www.amurminerals.com

Luisa D. Fuller